Donaldson (DCI) Insider: 13,500 Options Exercised and Sold on 09/03/2025

Rhea-AI Filing Summary

Guillermo Briseno, identified as an officer (President), reported transactions in Donaldson Company, Inc. (DCI) on 09/03/2025. He exercised 13,500 employee stock options with an exercise price of $28.00, producing 13,500 shares, and simultaneously sold 13,500 common shares at $79.03 per share. After these transactions the filing shows 25,309 shares beneficially owned directly.

The Form 4 notes the options were fully vested and lists an attorney-in-fact signature by Amy C. Becker dated 09/04/2025. The report is a single-person filing and discloses both the non-derivative share sale and the derivative exercise that generated the sold shares.

Positive

• Exercise of fully vested options converted compensation into shares without reported incremental grants
• Immediate sale at $79.03 realized value above the $28.00 exercise price, crystallizing gains
• Form 4 is signed by an attorney-in-fact, indicating proper execution and timely disclosure

Negative

• Beneficial ownership decreased to 25,309 shares after the sale, reducing insider-held stock
• Simultaneous sale of exercised shares removed potential alignment from retained equity

Insights

Financial Analyst

TL;DR: Routine option exercise and immediate sale realized value; net held shares decreased to 25,309.

The report documents an exercise of 13,500 employee stock options at $28.00 and an immediate sale of 13,500 shares at $79.03 on 09/03/2025. This converted equity compensation into cash at a substantial spread over the exercise price, crystallizing a per-share gross gain of $51.03 before taxes and fees. The filing shows the options were fully vested, and the transactions were executed by or on behalf of Guillermo Briseno, with beneficial ownership afterward of 25,309 shares. For investors, this is a common liquidity action by an insider converting option value to cash rather than a change in operational guidance or capital structure.

Corporate Governance Expert

TL;DR: Standard insider exercise and sale; disclosure appears complete and signed by attorney-in-fact.

The Form 4 clearly discloses the derivative exercise and subsequent sale on the same date and notes the option cohort as fully vested. Signature by an attorney-in-fact (Amy C. Becker) dated 09/04/2025 is included, satisfying procedural filing formalities. From a governance perspective, the filing provides required transparency on officer transactions but contains no additional governance events such as resignations, new grants, or change-in-control triggers.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Briseno Guillermo

(Last) (First) (Middle)

PO BOX 1299

(Street)

MINNEAPOLIS MN 55440

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DONALDSON Co INC [ DCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/03/2025		M		13,500	A	$28	38,809	D
Common Stock	09/03/2025		S		13,500	D	$79.03	25,309	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$28	09/03/2025		M			13,500	(1)	12/17/2025	Common Stock	13,500	$0	0	D

Explanation of Responses:

1. Fully vested

Remarks:

	Amy C. Becker, Attorney-in-Fact for Guillermo Briseno	09/04/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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FAQ

What transactions did Guillermo Briseno report on Form 4 for DCI?

On 09/03/2025 he exercised 13,500 employee stock options at $28.00 and sold 13,500 common shares at $79.03 per share.

How many shares does Guillermo Briseno beneficially own after the reported transactions (DCI)?

The filing reports 25,309 shares beneficially owned following the transactions.

Were the options exercised by Guillermo Briseno vested?

Yes, the Form 4 includes an explanation stating the options were fully vested.

Who signed the Form 4 filing for Guillermo Briseno and when?

The Form 4 was signed by Amy C. Becker, Attorney-in-Fact on 09/04/2025.

What was the exercise price and sale price reported on the Form 4 (DCI)?

The exercise price was $28.00 per share and the sale price was $79.03 per share.